The Masters Club, Inc. is the successor to the 5 Million Dollar Club, anunincorporated organization that was organized in 1990. The organization, by a two-thirdsvote of those members present, at a meeting of the membership duly called, on June 12,2002, voted to incorporate as a non-profit entity and to change their name and membershiprequirements as set forth herein.

The criteria for members is, as of June 12, 2002, as set forth below:

All current 2002 Members shall include: New Members, Renewing Members, Charter Members and Life Members shall be “grandfathered” and qualify under the original eligibility requirements and not the new criteria for 2003 membership.

The volume needed to qualify for 2003 Members will be Six Million Five Hundred Thousand Dollars ($6,500,000.00) in settled sales for 2002 as was determined by the increase in the average sales price since 1990. If in future years an increase in the average sales price warrants an adjustment, the volume needed to qualify may be increased with a two-thirds majority vote by the Board of Directors.

Agents will qualify with fifty (50) settled units in a calendar year from January 1 to December 31 in any given year unless adjusted by the Board of Directors when addressing future volume increases.

Agents selling as a Team would each need to qualify for membership by volume.

Volume for leases will be credited to the year the commission is received.

If two or more REALTORS split the commission on the same side of a transaction, the volume of the sale will be divided proportionally to the commission split.

If you are a member for thee (3) consecutive years, you become a life member.

To the extent that the 5 Million Dollar Club Bylaws, as previously reviewed, amendedand approved by the membership and attached hereto as Exhibit A are not in conflict withthese By-Laws, they shall remain in full force and effect as part of the By-Laws of TheMasters Club, Inc.

ARTICLE IOFFICES

The principal office of the Corporation shall be located in the City of AnnapolisCounty of Anne Arundel, and State of Maryland. The Corporation may also have suchoffices at such other places within or without the State as the Board of Directors may fromtime to time determine.

ARTICLE IIMEMBERS

1. (a) The persons signing the Certificate of Incorporation as Incorporators shall be the first members of the Corporation, unless they shall have resigned as such members or unless membership shall otherwise have been terminated. Thereafter, the eligibility and qualifications for membership, and the manner of and admission into membership shall be prescribed by resolutions duly adopted by the Board of Directors of the Corporation or by such rules and regulations as may be prescribed by the Board of Directors. All such resolutions or rules and regulations relating to members adopted by the Board of Directors of the Corporation shall be affixed to the By-Laws of the Corporation, and shall be deemed to be a part thereof. Such resolutions or rules and regulations adopted by the Board of Directors may prescribe, with respect to all members, the amount and manner of imposing and collecting any initiation fees, dues or other fees, assessments, fines and penalties, the manner of suspension or termination of membership, and for reinstatement of membership, and, except as may hereinafter otherwise be provided, the rights, liabilities and other incidents of membership.

(b) The right or interest of a member shall not terminate except upon thehappening of any of the following events: - death, resignation, expulsion, dissolution orliquidation of the Corporation.

2. (a) The Annual Meeting of Members of the Corporation shall be held onsuch date or dates as shall be fixed from time to time by the Board of Directors of theCorporation. The first Annual Meeting shall be held on a date within twelve months afterthe formation of the Corporation. Each successive Annual Meeting shall be held on a datenot more than twelve months following the preceding Annual Meeting. Special Meetingsof members may be held on such date or dates as may be fixed by the Board of Directorsof the Corporation from time to time and by the members on such date or dates as shall bepermitted by law.

(b) Any Annual or Special Meeting of Members may be held at such placewithin or without the State as the Board of Directors of the Corporation may from time totime fix. In the event the Board of Directors shall fail to fix such place or time, or in theevent members are entitled to call or convene a Special Meeting in accordance with law,then, in such event, such meeting shall be held at the principal office of the Corporation.

(c) Annual or Special Meetings of Members may be called by the Boardof Directors or by any officer of the Corporation instructed to do so by the Board ofDirectors, except to the extent that directors may be required by law to call a meeting, andshall be called by the Secretary on behalf of the members, when required to do so by law.

(d) Written notice stating the place, day and hour of the meeting shall begiven for all meetings. Such notice shall state the person or persons calling the meeting.Notice for an Annual Meeting shall state that the meeting is being called for the election ofdirectors and for the transaction of such other business as may properly come before themeeting. Notices of Special Meeting shall state the purpose or purposes for which themeeting is called. At any Special Meeting, only the business stated in the Notice of Meetingmay be transacted thereat. Notice of Meeting shall be given either personally or by firstclass mail not less than 10 days nor more than 50 days before the date of the meeting, toeach member at his address recorded on the records of the Corporation, or at such otheraddress which the member may have furnished in writing to the Secretary of theCorporation. Notice shall be deemed to have been given when deposited with postageprepaid in a post office or other official depository under the exclusive jurisdiction of theUnited States Post Office. Any meeting of members may be adjourned from time to time.In such event, it shall not be necessary to provide further notice of the time and place, ofthe adjourned meeting if announcement of the time and place of the adjourned meeting isgiven at the meeting so adjourned. In the event the Board of Directors fixes a new recorddate for an adjourned meeting, a new notice shall be given, in the same manner as herein provided. No notice need be given to any member who executes and delivers a Waiver of Notice before or after the meeting. The attendance of a member in person or by proxy atthe meeting without protesting the lack of notice of a meeting, shall constitute a waiver ofnotice by such member. Any notice of meeting to members relating to the election ofdirectors, shall set forth any amendments to the By-Laws of the Corporation adopted by theBoard of Directors, together with a concise statement of the changes made.

(e) At every meeting of members, there shall be presented a list or recordof members as of the record date, certified by the officer responsible for its preparation, andupon request therefor, any member who has given written notice to the Corporation, whichrequest shall be made at least 10 days prior to such meeting, shall have the right to inspectsuch list or record at the meeting. Such list shall be evidence of the right of the persons to vote at such meeting, and all persons who appear on such list or record to be membersmay vote at such meeting.

3. At each Annual Meeting of Members, the Board of Directors shall present anAnnual Report. Such report shall be filed with the records of the Corporation and enteredin the minutes of the proceedings of such Annual Meeting of Members.

4. (a) Meetings of the members shall be presided over by the followingofficers, in order of seniority - the Chairman of the Board, Vice Chairman of the Board,President, Executive Vice-President, Vice-President or, if none of the foregoing is in officeor present at the meeting, by a Chairman to be chosen by a majority of the members inattendance. The Secretary or an Assistant Secretary of the Corporation shall act asSecretary of every meeting. When neither the Secretary nor an Assistant Secretary isavailable, the Chairman may appoint a Secretary of the meeting.

(b) The order of business at all meetings of members shall be as follows:

Roll call.

Reading of the minutes of the preceding meeting.

Report of standing committees. Officers' reports. Old business. New business.

5. Every member may authorize another person to act for him by proxy in allmatters in which a member may participate, including waiving notice of any meeting, votingor participating in a meeting, or expressing consent or dissent without a meeting. Everyproxy shall be signed by the member or his attorney in fact, and shall be revocable at thepleasure of the member executing it, except as otherwise provided by law. Except asotherwise provided by law, no proxy shall be valid after the expiration of eleven monthsfrom its date.

6. The directors may, but need not, appoint one or more inspectors to act at anymeeting or any adjournment thereof. If inspectors are not appointed, the presiding officerof the meeting may, but need not, appoint inspectors. Each appointed inspector shall takeand sign an oath faithfully to execute the duties of inspector with strict impartiality andaccording to the best of his ability. The inspectors shall determine the number ofmemberships outstanding, the voting power of each, the number of membershipsrepresented at the meeting, the existence of a quorum, and the validity and effect ofproxies. The inspectors shall receive votes, ballots or consents, hear and determine allchallenges and questions arising in connection with the right to vote, count and tabulate allvotes, ballots or consents, determine the result and do such acts as are proper to conductthe election or vote of all members. The inspectors shall make a report in writing of allmatters determined by them with respect to such meeting.

7. Except as provided by law, the members entitled to cast a majority of the totalnumber of votes entitled to be cast at the meeting, shall constitute a quorum at a meetingof members for the transaction of any business. The members present may adjourn themeeting despite the absence of a quorum. Each membership shall entitle the holder thereofto one vote. In the election of directors, a plurality of the votes cast shall elect. Except tothe extent provided by law, all other action shall be by a majority of the votes cast, providedthat the majority of the affirmative votes cast shall be at least equal to a quorum. Wheneverthe vote of members is required or permitted, such action may be taken without a meetingon the written consent setting forth the action taken signed by all the members entitled tovote.

8. The Board of Directors of the Corporation shall fix a record date for thepurpose of determining members entitled to notice of, to vote, to express consent or dissentfrom any proposal without a meeting, to determine members entitled to receive distributionsor allotment of rights, or for any other proper purpose. Such record date shall not be morethan 50 days nor less than 10 days prior to the date of such meeting or consent or the dateon which any distribution or allotment of rights, as the case may be, is to be made. In theevent no record date is fixed, the record date for the determination of members entitled tovote at a meeting of members shall be the close of business on the day next preceding theday on which notice is given, or, if no notice is given, the day on which the meeting is held.The record date for determining members for any purpose other than that specified in thepreceding sentence shall be the close of business on the day on which the resolution ofdirectors relating thereto is adopted. Establishment of a record date shall apply to anyadjournment of any meeting, unless a new record date is fixed by the Board of Directorsfor such adjourned meeting.

9. The Board of Directors may cause to be issued certificates, cards or otherinstruments permitted by law evidencing membership in the Corporation. Such membershipcertificate, card or other instrument shall be non-transferable, and a statement to that effectshall be noted on the certificate, card or other instrument. Membership certificates, cardsor other instruments, if issued, shall bear the signatures or facsimile signatures of an officeror officers designated by the Board of Directors and may bear the seal of the Corporationor a facsimile thereof.

10. In the event any capital contribution shall be made or accepted pursuant toauthorization conferred by the Certificate of Incorporation of the Corporation, eachcertificate evidencing such capital contribution shall conform to the law of the State ofIncorporation.

ARTICLE IIIBOARD OF DIRECTORS

1. The Corporation shall be managed by a Board of Directors. Each directorshall be at least 18 years of age, and shall be a member of the Corporation during hisdirectorship. The initial Board of Directors shall consist of three (3) persons. Thereafter, thenumber of directors constituting the entire Board shall be no less than three. Subject to theforegoing, the number of Board of Directors may be fixed from time to time by action of themembers or of the Directors. The number of Directors may be increased or decreased byaction of the members or the Board of Directors, provided that any action by the Board ofDirectors to effect such increase or decrease shall require the vote of a majority of theentire Board of Directors. No decrease shall shorten the term of any director then in office.

2. The first Board of Directors shall consist of those persons elected by theIncorporators or named as the initial Board of Directors in the Certificate of Incorporationof the Corporation, and they shall hold office until the first Annual Meeting of Members, anduntil their successors have been duly elected and qualified. Thereafter, at each AnnualMeeting of Members, the membership shall elect directors to hold office until the nextAnnual Meeting. Each director shall hold office until the expiration of the term for which hewas elected, and until his successor has been duly elected and qualified, or until his priorresignation or removal as hereinafter provided.

3. (a) Any or all of the members of the Board of Directors may be removedwith or without cause by vote of the members of the Corporation. The Board of Directorsmay remove any director thereof for cause only.(b) A director may resign at any time by giving written notice to the Boardof Directors or to an officer of the Corporation. Unless otherwise specified in the notice, theresignation shall take effect upon receipt thereof by the Board of Directors or such officer.Acceptance of such resignation shall not be necessary to make it effective.

4. Newly-created directorships or vacancies in the Board of Directors may befilled by a vote of majority of the Board of Directors then in office, although less than aquorum, unless otherwise provided in the Certificate of Incorporation of the Corporation.Vacancies occurring by reason of the removal of directors without cause shall be filled bya vote of the members. A director elected to fill a vacancy caused by resignation, death,or removal shall be elected to hold office for the unexpired term of his predecessor.

5. (a) A regular Annual Meeting of the Board of Directors shall be heldimmediately following the Annual Meeting of Members. All other meetings shall be held atsuch time and place as shall be fixed by the Board of Directors from time to time.

(b) No notice shall be required for regular meetings of the Board ofDirectors for which the time and place have been fixed. Special meetings may be called byor at the direction of the Chairman of the Board, the President, or by a majority of thedirectors then in office.

(c) Written, oral, or any other method of notice of the time and place shallbe given for special meetings of the Board of Directors in sufficient time for the convenientassembly of the Board of Directors. The notice of any meeting need not specify thepurpose of such meeting. The requirement for furnishing notice of a meeting may bewaived by any director who signs a Waiver of Notice before or after the meeting or whoattends the meeting without protesting the lack of notice to him.

6. Except to the extent herein or in the Certificate of Incorporation of theCorporation provided, a majority of the entire members of the Board of Directors shallconstitute a quorum. At any meeting held to remove one or more directors a quorum shallconsist of a majority of the directors present at such meeting. Whenever a vacancy on theBoard of Directors shall prevent a quorum from being present, then, in such event, thequorum shall consist of a majority of the members of the Board of Directors excluding thevacancy. A majority of the directors present, whether or not a quorum is present, mayadjourn a meeting to another time and place. Except to the extent provided by law andthese By-Laws, the act of the Board of Directors shall be by a majority of the directorspresent at the time of vote, a quorum being present at such time. Any action authorized byresolution, in writing, by all of the directors entitled to vote thereon and filed with theminutes of the corporation shall be the act of the Board of Directors with the same forceand effect as if the same had been passed by unanimous vote at a duly called meeting ofthe Board.

7. The Chairman of the Board, if any, shall preside at all meetings of the Boardof Directors. If there be no Chairman or in his absence, the President shall preside and, ifthere be no President or in his absence, any other director chosen by the Board, shallpreside.

8. Whenever the Board of Directors shall consist of more than three persons,the Board of Directors may designate from their number, an executive committee and otherstanding committees. Such committees shall have such authority as the Board of Directorsmay delegate, except to the extent prohibited by law. In addition, the Board of Directorsmay establish special committees for any lawful purpose, which may have such powers asthe Board of Directors may lawfully delegate.

ARTICLE IVOFFICERS

1. The Board of Directors may elect or appoint a Chairman of the Board ofDirectors, a President, one or more Vice-Presidents, a Secretary, one or more AssistantSecretaries, a Treasurer, one or more Assistant Treasurers, and such other officers as theymay determine. The President may but need not be a director. Any two or more offices maybe held by the same person except the office of President and Secretary.

2. Each officer shall hold office until the Annual Meeting of the Board ofDirectors, and until his successor has been duly elected and qualified. The Board ofDirectors may remove any officer with or without cause at any time.

3. (a) The President shall be the chief executive officer of the Corporation,shall have the responsibility for the general management of the affairs of the Corporation,and shall carry out the resolutions of the Board of Directors.

(b) During the absence or disability of the President of the Corporation,the Vice-President, or, if there be more than one, the Executive Vice-President shall haveall the powers and functions of the President. The Vice-President shall perform such dutiesas may be prescribed by the Board of Directors from time to time.

(c) The Treasurer shall have the care and custody of all of the funds andsecurities of the Corporation, and shall deposit said funds in the name of the Corporationin such bank accounts as the Board of Directors may from time to time determine. TheTreasurer shall, when duly authorized by the Board of Directors, sign and execute allcontracts in the name of the Corporation when counter-signed by the President; he mayalso sign checks, drafts, notes and orders for the payment of money, which shall have beenduly authorized by the Board of Directors and counter-signed by the President.

(d) The Secretary shall keep the minutes of the Board of Directors and theminutes of the members. He shall have custody of the seal of the Corporation, and shallaffix and attest the same to documents duly authorized by the Board of Directors. He shallserve all notices for the Corporation which shall have been authorized by the Board ofDirectors, and shall have charge of all books and records of the Corporation.

ARTICLE VMISCELLANEOUS

1. The Corporation shall keep at the principal office of the Corporation, completeand correct records and books of account, and shall keep minutes of the proceedings ofthe members, the Board of Directors, or any committee appointed by the Board ofDirectors, as well as a list or record containing the names and address of all members.

2. The corporate seal shall be in such form as the Board of Directors shall fromtime to time prescribe.

3. The fiscal year of the Corporation shall be fixed by the Board of Directors fromtime to time, subject to applicable law.

4. (a) All By-Laws of the Corporation shall be subject to alteration or repeal,and new by-laws may be made, by a majority vote of the members entitled to vote in theelection of directors, at a special meeting of the members called for such purpose.

(b) The Board of Directors shall have the power to make, alter or repeal,from time to time, By-Laws of the Corporation, except that the Board may not amend orrepeal any by-law in which control thereof is vested exclusively in the members. If anyby-law regulating an impending election of directors is adopted, amended or repealed bythe Board, there shall be set forth in the notice of the next meeting of members for the election of directors, the by-law so made, amended or repealed, together with a concisestatement of the changes made.